JOINT VENTURES AND STRATEGIC ALLIANCES: DESCRIPTION

Joint ventures and strategic alliances have become viable alternatives to traditional mergers and acquisitions. Even with a scarcity of capital, a company can enter into a joint venture to expand into new markets, fund research and development and market new or existing products. These on-going relationships provide the "partners" with access to additional resources such as technology, management, brands, distribution systems and customers. Additionally, by sharing the risks and costs, a company is able to pursue multiple opportunities, which create better odds for overall financial success.

As joint ventures and strategic alliances have continued to grow in prevalence, so too has our ability to respond to client needs by offering experienced joint venture counsel. The cornerstone of our approach is to be flexible and responsive.

We listen to our clients so that we understand their business objectives, timing requirements, risk/reward calculus and other business concerns. We couple our understanding of the client's particular business objectives with our in-depth experience in tax, corporate responsibility, securities, regulatory, intellectual property, employee benefits, international trade and other substantive legal areas, thereby handling complex transactions with creative and pragmatic solutions that help our clients achieve their goals.

Because joint ventures are on-going relationships, we take particular pride in the value we add by advising our clients regarding the endless "what if" scenarios that often arise during the life of a joint venture. We consistently provide our clients with joint venture arrangements that anticipate and address problems proactively, rather than after the fact. This ability is built on our rich experience handling issues raised by:

• Changes in corporate control
• The addition or removal of parties
• Dispute-resolution mechanisms
• Buy/sell and other exit strategies
• Day-to-day and long-term governance and management problems
• Non-competition and exclusivity concerns
• The reality of a dynamic and fluid business environment

The breadth of our experience in this niche allows us a unique perspective, reflecting our involvement not only with the genesis, structuring and negotiation of joint ventures, but, at times, also the unwinding of such transactions. While most focus principally on the potential benefits of joint ventures, we also focus, in part, on the less positive possible outcomes.

Given our experience with difficult, dissolving, or otherwise disputed joint venture relationships, we know how to address, in a balanced and nuanced way, the possibility that joint venture partners may not always be "friends" whose interests perfectly align. Thus, when necessary, we bring to bear for our clients' benefit our significant experience in litigating, unwinding and otherwise assisting in the resolution of problems and conflicts that threaten a joint venture and the business objectives of the joint venture partners.